1974 Bill PR 2 Third Session, 17th Legislature, 23 Elizabeth II THE LEGISLATIVE ASSEMBLY OF ALBERTA BILL PR 2 The Alberta Stock Exchange Act MR. KOZIAK First Reading .............................. . Second Reading ............................ . Thir1d Readin:g ............................. . Printed by L. $. WALL, Queen's Printer for the Province of Alberta, EDMQNTON

Preamble Interpre­ tation Corporate Coontinuation Head office Object Trading by non­ lllember,s CDmpUance with R.S.A. 1970, c. 333 BillPR2 Mr. Koziak BILL PR 2 1974 THE ALBERTA STOCK EXCHANGE ACT ( Assented to ,1974)

WHEREAS a petition has been presented praying for the enactment of

an Act continuing Ithe Calgary Stock Exchange under the name of The Alberta Stock Exchange and govern­ ing the regulation and operation thereof, and it is expedient to grant the prayer of the petition: THEREFORE, Her Majesty, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows: 1. In this Act, (a) "Corporation" means The Alberta Stock Exchange; (b) "exchange" means ,the stock exchange operated by the Corporation; 2.

The Calgary Stock Exchange, incorporated by The Calgary Stock Exchange Act, is continued as a corporation without share capital under the name of "The Alberta Stock Exchange" . 3. The head office of the Corporation shall be situated in the City of Calgary. 4.

(1) The obj ect of the Corporation is to operate a stock exchange in Alberta for trading by the members· of the Corporation and other persons authorized under subsection (2).

(2) The board of directors may authorize persons other than members to trade on the exchange subject to such con­ ditions as are imposed by the board of directors.

(3) The Corporation shall operate the exchange in a manner that does not contravene the requirements of The Securities Act, and the regulations, directions, orders, de­ terminations or rulings made thereunder, and the Corpora­ tion may impose any additional or higher requirement with­ in its jurisdiction.

Non-prof tit TIoard of directors Vacancies President Elected directors Transitional board Idem Appoint­ mentof officers Certain officers not to be members or directors DutLesof president Powers of board of directors' 5. The Corporation shall be carried on without the pur­ pose of gain for its members and any profits or other ac­ cretions to the Corporation shall be used in promoting its object. ,6.

(1) The affairs of the Corp'Oration shall be managed by a board of directors, who may be referred to as governors, consisting of not less than nine and not more than 15 persons elected under

section 7, subsection (2).

(2) Notwithstanding any vacancy in the board of direc­ tors, the remaining directors may exercise all the powers of the board so long as a quorum of the board remains in office. 7.

(1) The President shall be appointed by the board of directors and may be removed from 'Office by the board of directors only by a vote of two-thirds of the directors then in office.

(2) The directors shall be elected by the members yearly in such manner as the by-laws of the Corporation provide.

(3) The direct'Ors of the Corporation in office in1mediate­ ly before this A0t comes into force shall be deemed to be the directors elected under subsection (2) and shall remain in office until the first annual meeting of the Corporation held after this Act comes into force.

(4) The President shall be appointed in accordance with this Act within three m'Onths after this Act comes into force. 8.

(1) All officers of the Corporation other than the 'Chairman of ,the board of directors, the vice-chairman of the board of directors, the President, the secretary and the treasurer shall be appointed by the board 'Of directors with the approval of ,the President.

(2) No officers of the corporation other than the chair­ man of the board of directors, the vice-chairman of the board 'Of directors, the secretary and the treasurer shall be members or directors of the Corporation. 9. The President shall be the chief executive officer and 'Chief administrative officer of the Corporation. 10.

(1) For ithe purpose of the object of the Corporation, the board of directors has the power to govern and regulate, (

a) the exchange; (

b) the partnership and corporate arra~gements of the members and other persons authorIzed to trade on the exchange, including requirements as to financial condition; 2

By-laws continued A vplication o·f R.S.A. 1310 c. 60 Powers of Alberta S,,"curities Commission Repeal Commence­ ment (

c) the business conduct of members and other persons authorized to trade on the exchange and of their employees and agents and other persons associated with them in the conduct of business, and, in the exercise of such powers, the board of directors may pass such by-laws and make such rules and regulations and issue such orders and directions pursuant to such by­ laws as it considers necessary for the purpose, including the imposition of penalties and forfeitures for the breach of any such by-law, rule, regulation, direction or order.

(2) The by-laws of the Corporation existing immediately before this Act COlnes into force continue in full force and effect after this Act comes int'O force until they are re· enacted or repealed. :11. The Companies Act applies to the Corporation (

a) except to the extent that the provisions thereof are inconsistent with this Act, and (

b) except that the by-laws of the Corporation may fix the class or classes 'Of persons who may be appointed by a proxy to attend and act at meetings of members as nominees of n1embers provided that one such class shall be members. 12. Nothing in this Act shall be construed to derogate from the powers of the Alberta Securities Commission under The Securities Act 'Or any other Act. 1,3. The Calgar'y Stock Exchange Act, being

chapter 45 of the Statutes of Alberta, 1913, is hereby repealed. 14. This Act comes into force on the day upon which it is assented to. 3 Title: 1974 (17th, 3rd) Bill Pr2, The Alberta Stock Exchange Act